8-K - TLS - Equibles

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

May 17, 2022

Date of Report (Date of earliest event reported)

TELOS CORPORATION

(Exact name of registrant as specified in its charter)

Maryland	001-08443	52-0880974
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)		19886 Ashburn Road,
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Ashburn, Virginia	20147-2358
(Address of principal executive offices)	(Zip Code)		(703) 724-3800
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(Registrant’s telephone number, including area code)

NOT APPLICABLE

(Former name, former address, and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading symbol	Name of each exchange on which registered
Common stock, $0.001 par value per share	TLS	The Nasdaq Stock Market LLC

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.07. Submission of Matters to a Vote of Security Holders.

On May 17, 2022, Telos Corporation (the “Company”) held the annual meeting of its stockholders. Two matters were submitted to the holders of the Company’s Common Stock for their approval, which are described in detail in the Company’s Annual Proxy Statement for the 2022 Annual Meeting of Stockholders as filed with the Securities and Exchange Commission. The final results of voting for each matter submitted to a vote of the stockholders at the meeting were as follows:

      The holders of the Company’s Common Stock elected seven directors to serve until the 2023 Annual Meeting of the stockholders or until their successors are elected and qualified.  Each of the nominees received the affirmative vote of a plurality of the votes cast at the meeting.  The final results of voting regarding the election of directors were as follows:

	For	Withheld	Broker Non-Votes
John B. Wood	33,272,883	2,456,904	10,873,856
David Borland	22,360,684	13,369,103	10,873,856
John W. Maluda	35,576,572	153,215	10,873,856
Bonnie L. Carroll	26,069,660	9,660,127	10,873,856
Derrick D. Dockery	34,841,972	887,815	10,873,856
Bradley W. Jacobs	34,812,183	917,604	10,873,856
Frederick D. Schaufeld	32,491,528	3,238,259	10,873,856

    The holders of the Company’s Common Stock voted to ratify the appointment of BDO USA, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022.  The ratification received the affirmative vote of a majority of the votes cast at the meeting.  The final results of voting regarding this proposal were as follows:

	For	Against	Abstain
Total shares voted	45,237,652	366,261	999,730

S I G N A T U R E S

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

TELOS CORPORATION
By:	/s/ Mark Bendza
	Mark Bendza
	Chief Financial Officer

Date: May 17, 2022